These Client Standard Terms and Conditions (these “Conditions”) as well as the terms and conditions of any Service Provider-provided rate quote/confirmation (the “Quote”), if any, apply to the provision or arrangement, as applicable, of any transportation, warehouse, transloading, storage, customs brokerage or handling services (“Services”) by one or more of the following distinct corporate entities:

• Mustang Expediting, Inc.

• Mustang Logistics Company

• any other companies owned or affiliated with any of the listed entities (individually and collectively, the

“Service Provider”). Each Service Provider may operate under the trade name “Mustang Logistics Company.”

These Conditions set forth the rights and obligations of the Service Provider and Client (defined below) except as otherwise set forth herein.

By tendering goods to the Service Provider for Services, Client expressly accepts these Conditions and warrants that acceptance of these Conditions has been authorized by a representative of Client as of the date the Services were first provided to Client by the Service Provider.

The Service Provider may change these Conditions at any time without notice to Client. The changed Conditions are in effect immediately. The version of these Conditions in effect on the date a shipment is tendered to the Service Provider will apply.

DEFINITIONS

“Bill of Lading” means a document issued by the Service Provider or a Carrier (or the Carrier Representative), as applicable, that evidences the receipt of Goods for shipment to a specified designation and person. The term may include a waybill as context dictates.

“Carrier” means any motor carrier, including its drivers and independent owner operators, any rail carrier or rail transportation service provider, any intermodal equipment provider, any ocean or air carrier (including non-vessel operating common carriers and indirect air carriers), any warehouse operator, or other person or entity that provides transportation, storage, handling or related services to the Goods at the request of the Service Provider.

“Carrier Representatives” mean any employees, contractors, subcontractors, and agents of the Carrier.

“Claims” mean any and all liabilities, claims, losses, suits, actions, costs, fines, penalties, expenses (including attorney’s, paralegal’s and expert witness’ fees, and other costs of defense, investigation and settlement), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, cargo damage, environmental damage, or any combination thereof, suffered or claimed to have been suffered by any person or entity as well as the costs of enforcing indemnification obligations and costs of containment, cleanup and remediation of spills, releases or other environmental contamination.

“Conditions” means these Client Standard Terms and Conditions.

“Client” means the person or entity at whose request, for whose benefit, or on whose behalf the Service Provider provides any Services, including any third party logistics provider, shipper, consignor, consignee, beneficial cargo owner, or any agent acting on behalf of such person or entity.

“DOT” means the United States Department of Transportation.

“Facility” means a warehouse facility operated by THE SERVICE PROVIDER  or other warehouse facility contracted by a Service Provider to provide storage, handling, transloading or warehousing services for Client.

“Goods” means the cargo or goods for which the Service Provider is arranging transportation or providing other Services and includes packaging, pallets, packing materials, containers, and any related equipment.

“Governmental Authority” means any U.S or foreign (including foreign supra-national organizations such as the European Union) federal, state, provincial, regional or local government or any of their agencies, authorities, departments, regulatory bodies, tribunals, services, or other similar entities.

“Parties” means the Service Provider and Client unless otherwise specified, and “Party” means the Service Provider or Client, as applicable.

“Property Broker” means a person or entity that, for compensation, arranges, or offers to arrange, the transportation of Goods by an authorized motor carrier or rail transportation provider.

“Service Agreement” means a written agreement signed by an authorized representative of Client and the applicable Service Provider pertaining to the Services provided by such Service Provider.

“Trailer” means a container and chassis or a trailer used for the rail, highway or ocean transportation of Goods.

“Warehouse Services” means storage, handling, transloading or warehousing services provided by THE SERVICE PROVIDER  or other Service Provider.

1. APPLICATION OF THESE CONDITIONS

Except as otherwise expressly set forth herein, these Conditions apply to all the Service Provider’s activities in arranging or providing Services. These Conditions apply except to the extent expressly superseded or waived in a Service Agreement. The Service Provider and Client may, in a Service Agreement, agree to additional or amended service terms. In the case of conflict between any of these Conditions and any Service Agreement, the terms of the Service Agreement will govern. Where the specific Service Agreement is silent on any matter and does not expressly disclaim these Conditions, the provisions of these Conditions will apply with respect to such matter. In the event of a conflict between these Conditions and the terms and conditions set forth in any Quote, the terms and conditions of the Quote will govern.

Please see the sections regarding air and ocean transportation 

Services regarding the application of Bill of Lading terms to such air and ocean transportation Services.

Carrier Services are provided subject to and otherwise governed by, and Client acknowledges and agrees that its rights against the Carriers are subject to, the Carrier’s Bill of Lading, including tariffs, service guides and similar documentation incorporated therein, as well as by contractual arrangements in place between the Service Provider and the Carrier.

2. SERVICES REQUIRING SPECIAL ARRANGEMENTS

Client will not request, and the Service Provider will have no responsibility to:

a. Arrange for Goods to be carried, stored or handled separately from other Goods;

b. Arrange for Carriers or delivery agents to hold Goods until payment of any amount or until surrender of a document;

c. Arrange for the transport of any of the following: Goods the replacement value of which exceeds $100,000; luxury Goods (including, but not limited to, works of art, jewelry; pharmaceuticals; electronics; currency, negotiable instruments or securities of any kind; precious metals or stones; antiques); human remains; livestock or plants; hazardous materials or dangerous goods; fresh produce; waste of any kind; oversize or overweight shipments; coiled or rolled products; commodities requiring protection from heat or cold or temperature controlled equipment; or any other freight with special requirements or restricted or prohibited by Carriers.

Client will defend, indemnify and hold the Service Provider harmless against any Claims as a consequence of the Service Provider’s failure to make arrangements noted above.

3. SERVICE PROVIDER’S GENERAL RESPONSIBILITIES AND DISCLAIMERS

a. Nothing in these Conditions or otherwise will be deemed to require or obligate the Service Provider to accept Goods tendered by Client for Services. If the Service Provider agrees to provide Services, the Service Provider will exercise reasonable care arranging for or providing Services in accordance with these Conditions, and the Service Provider will arrange for transport and related Services within a reasonable time after receiving Client’s instructions, BUT THE SERVICE PROVIDER IS NOT RESPONSIBLE FOR COMPLIANCE WITH TRANSIT, PICKUP OR DELIVERY APPOINTMENT DATES OR TIMES AND WILL NOT BE LIABLE IN ANY WAY FOR TRANSPORTATION DELAYS. Where the Services include provision or arrangement of transportation, the Service Provider’s obligation will be to provide or arrange such transportation with reasonable dispatch.

b. Except as otherwise set forth in these Conditions, the Service Provider will take all reasonable steps to inform any Carrier of Client’s instructions received in writing by the Service Provider unless the Service Provider has informed Client that it will not agree to provide Services in accordance with any such instructions, in which case, the Service Provider will have no liability arising from or related to failure to comply with such instructions. If after the Service Provider has agreed to arrange for a transportation of a shipment, events or circumstances make it impossible or impracticable, in the Service Provider’s sole discretion, for the Service Provider to fulfill its obligations under these Conditions, the Service Provider may depart from any of Client’s instructions without prior authorization from Client, and will not incur any additional liability as a consequence of any such departure or deviation.

c. The Service Provider is not responsible to Client or others for delay or deterioration of Goods from delay, whether with or without cause. The Service Provider is also not responsible for deterioration of Goods arising from breakdown or malfunction of refrigerated equipment, or changes in temperature, even if the rates quoted are for temperature controlled equipment or for temperature sensitive Goods.

d. The Service Provider, its agents, and the Carriers will at all times operate as independent contractors in relation to the Client. Carriers engaged by the Service Provider will retain sole and exclusive control over how they and their representatives perform transportation services, including the operation of vehicles and equipment used for such services. Under no circumstances will Carriers engaged by the Service Provider, or their representatives, be considered employees or agents of the Service Provider, nor will they be involved in any form of joint venture or partnership with the Service Provider.

Notwithstanding the above, the Service Provider and Carriers may agree that the Service Provider will act as the Carrier’s agent solely for the purpose of collecting the agreed freight charges for the Services. Except for this limited designation, nothing in these Conditions, nor any action or inaction by either Party, will be interpreted as creating a joint venture, partnership, principal-agent relationship, fiduciary relationship, or employer-employee relationship between the Client, the Service Provider, or the Carriers.

e. If requested, the Service Provider will provide Client with proof of acceptance and delivery of Goods shipped in the form of an original or imaged signed Bill of Lading or proof of delivery. Such documentation may be made available for accessing by Client through a web-based or other system. Additional charges may be applicable.

f. For shipments moving intermodally or over the road, insertion of the Service Provider’s name on the Bill of Lading as the “carrier” by any entity other than the Service Provider will be for Client’s convenience only and will not imply that the Service Provider is actually the Carrier of that shipment or otherwise change the Service Provider’s status in handling that shipment.

4. CLIENT’S GENERAL RESPONSIBILITIES

a. Client must provide all information and instructions that are reasonably necessary for the Service Provider to effectively arrange for the performance of the transportation and related services requested by Client in accordance with any applicable laws, rules, regulations or conventions. Client will provide detailed and accurate descriptions of any Goods tendered for transportation and their accurate weights. Client is responsible to be aware of and comply with applicable customs and import, export and transportation laws, rules, practices and regulations of the governmental authorities of the countries involved in a shipment; to complete and provide all required documentation; and to apply and pay for all licenses, permits or authorities required by governmental authorities to conduct the business and transportation contemplated by Client.

b. In no event will Client tender any Goods that will or would reasonably be expected to contaminate, taint, corrode, or otherwise adversely impact the quality or condition of other Goods being transported, or the Trailer used in transporting the Goods.

c. Client warrants that it is either the owner or the authorized agent of the owner of the Goods tendered for Services and that it has the authority to, and does, accept these Conditions for itself and where applicable, as agent for and on behalf of the owner and any other person involved in the transportation, including but not limited to any consignor or consignee, logistics providers, freight forwarders, or insurers, and these Conditions will be binding on such persons or entities.

d. Except to the extent that the Service Provider has accepted instructions and explicitly accepted responsibility in respect of the preparation, packing, stowage, labeling or marking of the Goods, Client warrants that (1) all Goods have been properly and sufficiently prepared, packed, stowed, are fully and accurately described, labeled and/or marked, and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods, (2) the Goods are suitable for transportation in or on the Trailer; and (3) the Trailer is in a suitable condition to carry the Goods loaded therein. Furthermore, if the Goods are being transported through intermodal transportation, Client warrants that, except to the extent that the Service Provider has accepted instructions and explicitly accepted responsibility with respect to the loading, blocking and bracing of the Goods, (i) the Goods have been packaged, loaded, blocked and braced within the intermodal container in a manner to prevent shifting during intermodal transportation and in accordance with applicable industry standards, including the Intermodal Loading Guide of the Association of American Railroads and the guidelines of the applicable rail Carrier and (ii) the weight of the Goods and the intermodal container/trailer will not exceed applicable weight limitations and will be accurately stated in Client’s shipping instructions. The Service Provider’s or the Carrier’s acceptance of any shipment will not be a waiver of Client’s obligation to comply with the foregoing.

e. Client will obtain all necessary permits and authorizations necessary to ship the Goods, including, but not necessarily limited to, export and import licenses and permits, and agrees to comply with all applicable laws, including, but not necessarily limited to, any prohibitions on selling to any person on a U.S. or Canadian export control list.

f. Client agrees to comply with United States, European Union, and United Nations export control and trade sanctions laws and regulations ("Export Control and Trade Sanctions"), to include without limitation the following obligations: (i) Client warrants that neither it nor its directors, officers, or subsidiaries are designated or sanctioned parties under Export Control and Trade Sanctions; (ii) Client agrees not to request services in connection with goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions absent government authorization and prior agreement with Mustang Expediting, Inc / Mustang Logistics Company (regions currently subject to applicable comprehensive embargoes are: Cuba, Iran, Syria, Sudan, North Korea and the Crimea Region of Ukraine); (iii) Client agrees that Service Provider may refuse to receive, process, or release an order that appears to Service Provider to involve goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions; and (iv) in the case of cross-border transactions for which Service Provider is providing transportation or customs-related services, Client agrees to provide Service Provider, within a reasonable time before export or entry, with complete and accurate information required by Export Control and Trade Sanctions, including product descriptions, quantities, weights, values, country of origin, harmonized tariff code, export classification, and any required government authorization.

5. QUOTATIONS AND INVOICING

a. The Service Provider will invoice Client for its Services (including the services it has arranged with a Carrier) in accordance with the rates, charges, and provisions set forth in any Quote provided to Client or the Service Agreement with Client, and the Service Provider will also be entitled to impose charges in accordance with the Service Provider’s then current rules and accessorial charges as amended from time to time, which rules and accessorial charges are available on each Service Provider’s website, or upon request.

b. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates will be considered “written,” and will be binding, upon the Service Provider’s invoicing to Client.

c. Quotes are given on the basis of immediate acceptance and are subject to withdrawal or revision. Client is solely responsible for additional charges such as waiting time, layover, demurrage etc. unless such charges directly arise from the Service Provider’s failure to perform the Services in accordance with Client instructions and such failure is not excused under these Conditions.

d. All Quotes and associated charges do not include any state, county or harmonized sales taxes, or other use or value-added taxes, duties or similar charges, and Client will be liable for such taxes, duties or charges.

e. Rates quoted by the Service Provider do NOT include any fees, charges or duties related to customs, border crossing, or government taxes, unless otherwise stated. Among other charges, shipments crossing borders will be subject to charges for set-outs of railcars, customs inspections, customs duties, delays for incorrect documentation and governmental fees.

f. Generally, the Service Provider will invoice Client prior to billing from Carriers involved in the shipment. Where additional third party charges have been applied, the Service Provider will review the charges and, if the charges relate to Services provided to or received by Client, may issue an adjusted invoice to Client unless such third-party charges have been incurred solely as a result of error or omission on the part of the Service Provider.

g. Client acknowledges that the Service Provider may invoice Client a different invoice amount than the amount it pays the Carriers.

h. Client agrees to pay invoices within the agreed-to credit period without deduction or setoff. If no credit period has otherwise been established, payment is due within thirty (30) days of the date of the Service Provider’s invoice. Client acknowledges and agrees that the Service Provider may, in the Service Provider’s sole discretion, establish credit limits applicable to Client, which limits may be revised from time to time in the Service Provider’s sole discretion. The Service Provider will apply payment to the amount due for the specified invoice, regardless of whether there are earlier unpaid invoices. Client agrees that all overdue invoices will be subject to interest at 2% per month, or 24.0% per annum, on the outstanding balance plus collection costs.

i. Client must notify the Service Provider in writing of any dispute regarding a Service Provider invoice within thirty (30) days of the date of the Service Provider invoice. If Client fails to timely notify the Service Provider of the dispute, the Service Provider’s original invoice will be deemed to be final, and Client will be deemed to have accepted such invoice in full and to have waived any and all Claims or defenses to paying such invoice. As a condition precedent to collecting such a Claim, Client must initiate an arbitration or lawsuit for overcharges, duplicate payment, overcollection or other invoice-related dispute within twelve (12) months of delivery or tender of delivery of the shipments involved.

6. COLLECT SHIPMENTS

Where Goods are accepted or handled with instructions to collect freight charges, duties, charges or other expenses from the consignee or any other person, Client will remain responsible for the same if they are not paid by such consignee or other person immediately when due regardless of any contradictory term on the Bill of Lading and regardless of whether Client or consignor signed a provision which is the same or similar to Section 7 of the Uniform Bill of Lading. Furthermore, in no event will the Service Provider have any liability arising from or related to acceptance of payment in the wrong form, or inadequacy of payment (including, but not limited to, dishonor of payment for any reason such as insufficient funds) or the Consignee’s or other person’s refusal to make payment.

7. CHANGED CIRCUMSTANCES/FAILURE TO TAKE DELIVERY

If events or circumstances, including Client’s or its consignee’s failure to take delivery, occur that affect performance, the Service Provider will take reasonable steps to obtain Client’s further instructions. If, for whatever reason, the Service Provider does not receive timely instructions, or the Service Provider, in its sole discretion, determines that compliance with such instructions is impracticable, the Service Provider may:

a. arrange for storage of, or store, the Goods at the sole risk and expense of Client, or

b. authorize any Carrier to abandon transportation and make the Goods or any part of them available to Client at a place that is reasonable under the circumstances. In the event that any shipment is refused or remains unclaimed at destination or any transshipping point in the course of transit or is returned for any reason, Client will nevertheless pay the Service Provider for all charges and expenses in connection therewith.

8. DANGEROUS GOODS/HAZARDOUS MATERIALS

Client will not tender for transportation or storage any dangerous goods or hazardous materials (as defined by applicable international convention or code, or otherwise applicable federal, state or provincial legislation or regulations, including but not limited to those set forth in DOT regulations, 49 C.F.R. Parts 100 to 185, and the Transport Dangerous Goods Regulations/Canada and to any further restrictions found in the Bureau of Explosives’ Tariff No. BOE-6000) without first giving full particulars of the Goods to the Service Provider. The Service Provider or the Carriers may refuse to transport such dangerous goods or hazardous materials, or may charge an additional surcharge. Client and its shipper(s) will comply with all applicable laws and regulations relating to the transportation of dangerous goods or hazardous materials including, but not limited to, descriptions, marking, packing and shipping papers. Client will be responsible for and will defend, indemnify and hold harmless the Service Provider and the Carriers for any Claims arising out of Client’s failure to comply with the requirements imposed by this section. Goods which, in the opinion of the Service Provider or the Carrier or other person who has custody or possession thereof, are or may become dangerous and present a hazard or become a nuisance (due to leakage, odors, appearance or other reasons) may at any time or place be unloaded, destroyed, stored, disposed of or rendered harmless at the expense of Client and without liability on the part of the Service Provider. The Service Provider is not responsible for reviewing any shipping instructions provided by Client for classifying commodities to a hazardous materials class or for verifying whether the commodity is subject to any hazardous materials regulation or is properly classified.

9. WAREHOUSE SERVICES

The following additional terms will apply when the Service Provider is providing Warehouse Services for Client. In the event of a conflict between these Conditions and the terms and conditions of any warehouse receipt issued by the Service Provider, the terms and conditions of such warehouse receipt will govern.

a. Client will assure that all Goods are delivered at the Facility properly marked and packaged for storage and handling. Client will furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. With respect to any Goods that are imported, Client will be importer of record and will be solely responsible for all duties, taxes and fees with respect to such imported Goods.

b. Client will assure that all Goods shipped to any Facility identify Client on the Bill of Lading or other contract of carriage as the named consignee, in care of the Service Provider, and will not identify the Service Provider as the consignee. If Goods are shipped to the Service Provider as named consignee on the Bill of Lading or other contract of carriage, Client agrees to immediately notify the Carrier in writing, with a copy of such notice to the Service Provider, that the Service Provider named as consignee is the “in care of party” only and has no beneficial title or interest in the Goods. Furthermore, the Service Provider will have the right to refuse such Goods and will not be liable for any loss, misconsignment, or damage of any nature to, or related to, such Goods. Whether the Service Provider accepts or refuses Goods shipped in violation of this Section, Client agrees to indemnify and hold the Service Provider harmless from all Claims for transportation, storage, handling and other charges relating to such Goods, including undercharges, rail demurrage, driver, truck or intermodal equipment detention and other charges of any nature whatsoever.

c. No Goods will be delivered or transferred to the Service Provider for Warehouse Services except upon receipt by the Service Provider of Client’s complete written instructions. Written instructions will include, but are not limited to facsimile, EDI, e-mail or similar communication, provided the Service Provider has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Client’s prior written authorization, but the Service Provider will not be responsible for loss or error occasioned by following or failing to follow telephonic instructions.

d. When Goods are ordered out of the Facility, a reasonable time will be given to the Service Provider to carry out these instructions, and if it is unable because of force majeure conditions, or because of loss of or damage to Goods for which the Service Provider is not liable, or because of any other excuse provided by law, the Service Provider will not be liable for failure to carry out such instructions, and Goods remaining in storage will continue to be subject to regular storage charges.

e. Labor provided by the Service Provider that is required for work other than ordinary Warehouse Services will be charged to Client at the Service Provider’s then current standard hourly labor rate or such other charges established in writing by Client and the Service Provider. Such special services requested by Client, including compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge. Any physical inventory work, including an annual or quarterly physical inventory, will be completed at Client’s request and expense at an hourly labor rate. Such hourly labor rate will be established by mutual agreement. Dunnage, bracing, packing materials or other special supplies may be provided for Client at a charge in addition to the Service Provider's cost. By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge. A charge in addition to regular rates will be made for merchandise in bond. Where a warehouse receipt covers Goods in U.S. Customs bond, the Service Provider will have no liability for Goods seized or removed by U.S. Customs.

f. The Service Provider’s custody and liability for the Goods and burden of risk will not begin until after both of the following events have occurred: (1) the Trailer delivering the Goods into the Facility has been physically opened by the Service Provider for purposes of transloading the Goods into another Trailer or placing the Goods in the Facility for storage and (2) the Bill of Lading or delivery receipt for such inbound load has been signed by the Service Provider. The Service Provider’s custody and liability for the Goods and burden of risk will end after the Goods have been loaded into the outbound Trailer, the Trailer has been sealed and the outbound carrier has been notified that the Goods are available for pick-up.

g. THE SERVICE PROVIDER SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE TO GOODS THAT ARE TENDERED, STORED, OR HANDLED, REGARDLESS OF THE CAUSE, UNLESS SUCH LOSS OR DAMAGE IS DIRECTLY ATTRIBUTABLE TO THE SERVICE PROVIDER’S FAILURE TO EXERCISE THE LEVEL OF CARE THAT A REASONABLY PRUDENT PERSON WOULD USE UNDER SIMILAR CIRCUMSTANCES. FURTHERMORE, THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR DAMAGES THAT COULD NOT HAVE BEEN PREVENTED THROUGH THE EXERCISE OF SUCH CARE. THE SERVICE PROVIDER DOES NOT PROVIDE INSURANCE COVERAGE FOR GOODS AGAINST LOSS OR DAMAGE, IRRESPECTIVE OF THE CAUSE. IN INSTANCES WHERE LOSS OR DAMAGE OCCURS TO GOODS THAT ARE TENDERED, STORED, OR HANDLED, AND THE SERVICE PROVIDER IS NOT LIABLE, THE CLIENT SHALL BEAR RESPONSIBILITY FOR THE COSTS ASSOCIATED WITH THE REMOVAL AND DISPOSAL OF SUCH GOODS, AS WELL AS ANY EXPENSES RELATED TO ENVIRONMENTAL CLEANUP AND SITE REMEDIATION ARISING FROM THE LOSS OR DAMAGE.

h. In the event the Service Provider negligently ships Goods to the wrong destination, the Service Provider will cover the reasonable transportation costs required to return the misshipped Goods to the Facility. If the consignee does not return the Goods, the Service Provider’s maximum liability for the loss or damage of the Goods will be limited as outlined in Section 15. Additionally, the Service Provider will bear no liability for any damages resulting from the consignee’s acceptance or use of the Goods, regardless of whether the Goods belong to the Client or another party.

i. If it is determined during a physical inventory that Goods have been lost, stolen, damaged or are missing on a net basis (after netting against Goods gains without regard to commodity groups) in excess of an allowance of ½ of 1% of the annual throughput with the Service Provider over the twelve (12) months immediately preceding the inventory reconciliation (or if less than twelve (12) month’s data is available, on an annualized basis using the data available), the Service Provider will compensate Client for the net loss of Goods based on Client’s landed cost. Client’s landed cost means manufacturer’s cost plus transportation costs as shown on the books and records of Client maintained in the ordinary course of business consistent with past practice and in accordance with US generally accepted accounting principles consistently applied. Annual throughput is the manufacturer’s cost of all Goods received at th0e Facility plus the manufacturer’s cost of all Goods shipped from the Facility divided by 2. If the net inventory variance calculated during the physical inventory is an overage and the Service Provider paid for a shortage due to the preceding physical inventory, Client will pay a refund to the Service Provider based on the overage but only to the extent that it does not exceed the shortage for which the Service Provider has paid. Any presumption of conversion imposed by law will not apply to such loss, and a Claim by Client of conversion must be established by affirmative evidence that the Service Provider converted the Goods to the Service Provider’s own use.

j. If at any time, discrepancies exist between Client’s records and the physical inventory, the Service Provider and Client will provide to each other their records of all inventory adjustments from the time of the previous reconciliation to the time of the inventory count in which the discrepancy was found; and the Service Provider’s records will be presumed to be correct, absent evidence to the contrary.

k. The Service Provider may, upon written notice of not less than 30 days to Client, require the removal of any Goods from the Facility. If Goods are not removed before the end of the notice period, the Service Provider may sell them in accordance with applicable law. If the Service Provider in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of the Service Provider’s lien before the end of such 30-day notice period, the Service Provider may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.

l. If the Goods, due to their quality or condition, pose a hazard to other property, the Facility, or individuals, and the Service Provider was not informed of this condition at the time of deposit, the Service Provider reserves the right to sell the Goods at a public or private sale without prior advertisement. Reasonable notification will be provided to all known parties with a potential interest in the Goods. If, after making reasonable efforts, the Service Provider cannot sell the Goods, it may lawfully dispose of them in any manner without incurring liability for such disposal. Until the Goods are disposed of, sold, or returned, the Service Provider may remove them from the Facility without incurring liability for their removal.

m. Upon termination of the Warehouse Services, the Client must ensure that all Goods are removed from the Facility prior to the termination’s effective date. However, the Service Provider reserves the right to require full payment of all outstanding charges before releasing the remaining Goods from the Facility.

n. If there is a conflict between the provisions of this Section 11 and any other clauses within these Conditions that impose liability on the Service Provider for loss or damage to Goods while Warehouse Services are provided, the terms of this Section will prevail to the extent of the conflict.

10. INSURANCE

a. Client is responsible for maintaining property insurance covering the Goods, both for the Goods and in transit, including loading and unloading.

b. Client may consult an insurance broker to arrange insurance appropriate to Client’s needs. As an alternative, where the Service Provider agrees to do so, the Service Provider may offer, for an additional cost and through its designated insurance broker, to arrange for shipment-specific cargo policies to be issued in Client’s name. Following the issuance of any such policy through their insurance underwriter, the Service Provider will have no further duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transport or storage, whether covered by insurance on the Goods or not, and whether such loss, delay or damage has been caused or contributed to by its negligence or breach of these Conditions, or otherwise. Any coverage on the Goods will be subject to the terms and conditions of the specific policy or policies procured. The Service Provider is not liable if Client, for any reason whatsoever, fails to recover a loss in whole or in part from the insurer under any applicable policy, even though the premium charged by the insurer may be different from the Service Provider’s charges to Client. Client acknowledges and agrees that the Service Provider’s role is limited to facilitating placement of coverage with entities licensed to sell insurance and that the Service Provider is not in the business of selling insurance or insuring risk.

11. LOSS OR DAMAGE CLAIMS AND LIMITATIONS OF LIABILITY

a. Except as expressly provided herein, the Service Provider shall not be liable for any claims of loss or damage to Goods, except to the limited extent that such loss or damage is directly and proximately caused by the Service Provider’s negligence or willful misconduct. Any liability of the Service Provider for such claims shall be subject to the limitations outlined in these Conditions.

b. For claims involving the loss, damage, and/or delay of Goods, when the Service Provider has arranged for a Carrier to perform Services—whether as an air, surface, or ocean freight forwarder, or as a property broker—the Service Provider’s sole obligation under these Conditions is to assist in facilitating the settlement or filing of such claims between the Client and/or the owner of the Goods and the applicable Carrier(s). The liability of the Carrier will be governed by the relevant conventions, laws, or rules applicable to the transportation, and may also be further restricted by the Carrier’s terms and conditions of service or any contractual arrangements between the Service Provider and the Carrier. The Client acknowledges, understands, and agrees that the Carrier(s) have liability limitations in place that restrict the Client’s potential recovery for such claims. Except as expressly stated herein, the Service Provider is not obligated to ensure that the Carrier(s) assume full-value liability for the Goods.

c. As a condition to filing a claim against Service Provider as well as to the Service Provider assisting with submission of any Claims for loss, damage or delay to Goods, Client on its own behalf and on behalf of the owner of the Goods will provide the Service Provider with any and all information relating to the Claim:

1) For Goods moving via all-ground transportation (other than shipment covered by clause 4 below), prior to 10 calendar days from the date of delivery; and

2) For Claims for loss or damage to Goods during Warehouse Services, the earlier of (i) 30 calendar days after delivery of the Goods at the Facility to the outbound carrier for transportation out of the Facility or (ii) 30 days after Client is notified by the Service Provider that loss or damage to part or all of the Goods has occurred.

3) Where the Service Provider is providing motor carrier transportation Service using vehicles operating under their respective motor carrier authorities, prior to nine (9) months from the date of delivery or, for lost shipments, nine (9) months from the expected delivery date.

4) For Claims arising out of international air transportation, the time period in the applicable Bill of Lading or 3 days from the date of delivery, whichever occurs earlier.

d. Client recognizes that Carriers may impose claim-filing limitations and agrees that claims filed after such notice periods will be validly denied by the Carriers.

e. For shipments where the Service Provider is performing Services as a motor carrier operating vehicles owned by or leased to Service Provider, the Service Provider will assume liability for loss and damage to Goods in accordance with its applicable published tariff for the Service Provider providing such services, up to the maximum liability set forth in such tariff (which generally include per package or per pound limitations and a maximum liability of $40,000 per trailer, container or other conveyance), unless Client has followed the procedures for declaring higher limitations of liability set forth in the applicable tariff.

f. Neither the Service Provider nor the Carrier will be liable for the following: (1) damage to Goods or equipment to the extent due to packaging, loading, unloading, blocking, bracing or securing of the Goods; (2) damage to Goods or equipment to the extent due to inherent vice or defect in the Goods transported, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, deterioration of perishable products, or damages caused by heat or cold; (3) damage to Goods or equipment to the extent due to force majeure events as described in these Conditions; (4) damage to Goods or equipment to the extent due to an act, omission or default of Client, including the consignor, the consignee, the beneficial owner of the Goods or other third party logistics provider; (5) shipments stopped and held in transit at Client’s request; or (6) loss or damage of Goods that violate any applicable law or regulation, have not been accurately described, or that have been loaded in a Trailer so that the combined weight exceeds applicable weight limits. Client will defend, indemnify and hold the Service Provider and the Carriers harmless from any Claim for loss, damage or delay to Goods in excess of the liabilities assumed under, or the limitations contained in, these Conditions or filed other than in accordance with these Conditions.

g. If a shipment arrives with visible or obvious damage or loss of Goods, Client must notify the Service Provider promptly. Failure to provide such notice may be construed by the Carriers as a waiver of Client’s loss and damage claim or as creating a presumption that loss or damage occurred subsequent to delivery. Client will (or will cause its consignee to) preserve and make available to the Service Provider and the Carriers all damaged Goods, the packaging, blocking and bracing, and the Trailer in which the Goods were transported. Any failure by the Service Provider or the Carrier to inspect the damaged shipment will not change the burden of proof or be considered an admission of liability by the Service Provider or any Carrier.

h. In case of a Claim for loss or damage to Goods, Client agrees not to withhold or set off outstanding invoices and will pay such invoices in full.

i. Client is obligated to mitigate its damages for loss or damage to Goods and is not entitled to abandon the Goods to the Service Provider or the Carrier. If Client does not elect to salvage the Goods, any Claim for Goods loss or damage will nevertheless be reduced by a reasonable salvage allowance and by reasonable storage or other costs incurred while waiting for disposition instructions.

j. Notwithstanding anything contained in these Conditions, the maximum liability, whether the Claim is founded in contract, tort or otherwise, of the Service Provider for loss or damage to Goods in any one occurrence will be limited to the applicable amounts set forth below.

• For loss or damage in connection with Warehouse Services, the Service Provider’s maximum liability will be limited to the lesser of (1) $2,500 per occurrence or (2) Client’s landed cost of the lost or damaged Goods.

• For loss or damage in connection with services where the Service Provider is acting as the agent and on behalf of Client, including customs brokerage, and arranging for storage, handling or transportation with third parties in the name and on behalf of Client, the Service Provider’s maximum liability will be limited to the lesser of $40.00 per occurrence or the amount of the fees paid to the Service Provider for the particular service.

• For loss or damage including loss or damage to Goods in-transit or occurring in connection with any other Services provided by the Service Provider, the lesser of (1) the amount of the freight charges imposed with respect to such Goods, (2) Two Thousand ($2,000.00) Dollars, (3) the liability of the Carrier under the applicable Bill of Lading of a maximum cargo liability of $2.00 per pound, subject to a $40,000 per truckload maximum, unless by special written agreement.

k. If Client would like to arrange for the Carrier to accept liability for amounts higher than the underlying Carrier’s limit of liability for loss and damage to Goods, Client must provide 5 business days advance written notice to the Service Provider (by emailing dispatch@mustangexpediting.com or calling (1-610-497-6360), obtain a special Quote from the Service Provider, prepay the shipping charges prior to the time of pick-up, and enter into a written agreement expressly stating that full value liability will apply. Failure by Client to comply with the foregoing will release the Service Provider and the Carriers involved in the transportation from liability in excess of otherwise applicable liability. The Service Provider does not offer to arrange for full value (e.g., Carmack) liability for intermodal or motor carrier shipments that originate outside of the borders of the United States.

l. Unless otherwise agreed upon by the Service Provider, it is the Client's responsibility to apply the seal to any Trailer tendered for Services. If the seal remains intact upon delivery, neither the Service Provider nor the Carrier shall be held liable for shortage or theft unless there is clear physical evidence of unauthorized entry into the Trailer while in the Carrier's possession and proof of actual damage or loss of Goods. Claims for shortage or theft must be substantiated by seal records and detailed loading and unloading records. Liability for shortage or theft will also be waived if the seal is broken under the following circumstances: (1) under the direction and supervision of a Governmental Authority and resealed after inspection, or (2) when reasonably necessary to inspect, reposition, or protect the cargo or Trailer, or to comply with applicable laws or regulations. In such cases, the Service Provider will request the Carrier to document both the breaking of the original seal and the application of a new seal. In the absence of other evidence, a missing or broken seal does not establish a presumption of loss or contamination of the Goods. Consignees may not refuse delivery of a shipment, including food-grade loads, based solely on a broken or missing seal unless there is direct physical evidence of product tampering or contamination beyond the broken or missing seal. Contamination claims must be supported by appropriate quality inspection reports detailing the actual loss.

m. The Client may not reject a shipment, in whole or in part, due to the presence of ants or other bugs on the outside of the packaging. In the absence of additional evidence, the presence of ants or other bugs does not constitute a presumption of loss or contamination of the Goods.

12. INDEMNITY

a. Except for Claims involving loss or damage to Goods, which are addressed in Section 15 of these Conditions, or as otherwise stated herein, the Service Provider agrees to defend, indemnify, and hold harmless the Client, along with its employees and agents, from any and all Claims arising out of the Service Provider’s performance under these Conditions, to the extent such Claims are directly and proximately caused by: (1) the negligence or intentional misconduct of the Service Provider; (2) the Service Provider or its employees' or agents' violation of applicable laws or regulations; or (3) the Service Provider or its employees' or agents' failure to comply with these Conditions. However, this indemnity does not apply to Claims involving consequential, punitive, or special damages, or to Claims resulting from the negligence or other wrongful conduct of the Client or a Carrier.

b. Except for Claims involving loss or damage to Goods, which are addressed in Section 15 of these Conditions, the Client agrees to defend, indemnify, and hold harmless the Service Provider, along with its employees and agents, from any and all Claims arising out of the Client’s acts or omissions, to the extent such Claims are caused by: (1) the negligence or intentional misconduct of the Client; (2) the Client or its employees' or agents' violation of applicable laws or regulations; (3) the Client or its employees' or agents' failure to comply with these Conditions; (4) the Client or its employees' or agents' failure to fulfill obligations imposed by underlying Carriers; or (5) the Service Provider’s compliance with or reliance on the Client’s instructions. However, this indemnity does not apply to Claims involving consequential, punitive, or special damages, or to Claims resulting from the negligence or other wrongful conduct of the Service Provider or a Carrier.

c. If either the Client or the Service Provider receives a Claim for which the other party is responsible as an indemnifying party, the receiving party shall promptly notify the other party and provide reasonable assistance and requested information to aid in the defense of such Claim.

13. RIGHT OF DETENTION AND LIEN

a. All Goods, along with any related documents, will be subject to a specific and general lien as well as a right of detention for any amounts owed to the Service Provider. This includes charges related to the specific Goods or any outstanding balances or other debts owed by the Client, consignor, consignee, or owner of the Goods, regardless of whether those amounts are currently due. To protect its lien, the Service Provider reserves the right, but is not obligated, to demand advance payment of all charges prior to the shipment of Goods.

b. If any outstanding amounts remain unpaid for 28 days after the Service Provider notifies the Client of its intention to exercise its lien, using any reasonable means of communication under the circumstances, the Service Provider may sell the Goods through private sale or other methods at its sole discretion. The proceeds from the sale will be applied toward the amounts owed. The Service Provider will not be responsible for any deficiencies or loss of value arising from the sale, and the Client will remain liable for any remaining amounts due, even if the Goods have been sold.

14. FORCE MAJEURE

Neither the Service Provider nor any Carrier will be held liable for delays or failure to perform Services if such delays or failures are caused by circumstances beyond their reasonable control. This includes, but is not limited to, fire, explosions, acts of God (e.g., floods, hurricanes, tornadoes, earthquakes, severe weather, and other natural disasters), strikes, lockouts, labor shortages or disruptions, war, terrorism, embargoes, quarantines, riots, civil disturbances, hijacking, robbery, transportation congestion or derailments, service disruptions affecting Carriers, closures or disruptions of highways, railways, ports, air traffic, or other transportation systems, government actions or customs inspection requirements, actions or omissions by the Client, or any other similar causes. The Service Provider will make reasonable efforts to notify the Client of such delays or inability to perform within a reasonable timeframe.

15. SEVERABILITY

If any provision of these Conditions is found to violate any law or is deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be severed from the agreement, and the remaining provisions will remain in full effect. The obligations and representations of the Parties will survive the termination of these Conditions for any reason.

16. NON-WAIVER; REMEDIES

Any delay or failure by either Party to enforce any of the provisions in these Conditions, to exercise any rights or privileges provided herein, or to waive any breach of these Conditions shall not be construed as a waiver of those terms, conditions, rights, or privileges. All such provisions will remain in full force and effect as if no forbearance, delay, or waiver had occurred. Consent or approval by a Party to any action requiring consent or approval will not waive the need for consent or approval for any similar subsequent action. Both the Service Provider and the Client expressly waive any rights and remedies provided under Part B of Subtitle IV to Title 49 of the U.S. Code to the extent that such rights and remedies conflict with these Conditions. The Service Provider’s rights and remedies under these Conditions are cumulative, and exercising one right or remedy will not preclude pursuing any other available rights or remedies.

17. APPLICABLE LAWS AND JURISDICTION

These Conditions shall be governed by the laws of the state of Pennsylvania, without regard to its choice or conflict of law rules. Any disputes or disagreements must be resolved exclusively in the courts of Pennsylvania. Each Party expressly submits to the exclusive personal jurisdiction of such courts for matters related to these Conditions or the Services provided.

18. LIMITATION OF ACTIONS

Except for Claims involving loss, damage, or delay of Goods or invoice disputes, any action against the Service Provider, whether based on contract or tort, is barred unless initiated within one (1) years from the date of the conduct giving rise to the Claim.

Claims for loss or damage to Goods must be initiated within the following timeframes:

Over-the-road transportation: Within one (1) years from the date the Claim is denied by the Service Provider or the motor Carrier.

Warehouse Services: Within the earlier of (i) six (6) months from the date the Goods are delivered to the outbound Carrier, or (ii) six (6) months from the date the Client is notified of the loss or damage.

Other sources: Within one (1) years from the date the loss or damage occurred.

19. PERFORMANCE AND LIABILITY

Each request by the Client for Services will bind only the Service Provider that directly performs the requested Services. The Client shall have no rights against any other Service Provider entity that did not perform the requested Services. Similarly, liability or obligations to the Client or any third party will be limited solely to the specific Service Provider that performed the Services in question.

The Service Provider will not be liable for indirect, special, incidental, exemplary, consequential, or punitive damages, including lost profits, use, or opportunity, regardless of whether such damages were foreseen, foreseeable, or the Service Provider was advised of the possibility of such damages.

The Services are provided “as is,” and the Service Provider disclaims all warranties, express or implied, including but not limited to implied warranties of fitness for a particular purpose or warranties arising by statute, custom, or usage of trade.